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December 29,
2008
PERSONAL &
CONFIDENTIAL
Donald
Henderson
[Home address
redacted]
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Employment
Agreement dated May 25, 2006 between you and NYFIX, Inc.
(the
“Agreement”).
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Dear
Don:
You and NYFIX,
Inc. agree to the following amendments to the Agreement.
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Section 8, is
amended to add the following at the beginning of the first sentence
of the paragraph:
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“Subject to the terms and conditions set
forth in Section 27 (e),”
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Section 20 is
amended as follows:
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The words
“Subject to Section 27:” are added between the caption
and the beginning of the text of Section 20(a);
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The words
“following the date of termination, which amount shall be
payable in accordance with the Company’s regular payroll
practices.” Are added at the end of Section 20(a) prior to
the period;
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The words
“(as defined below)” are added after the first instance
of the words “Change in Control” appearing in Section
20(a);
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The next to
last sentence of Section 20(b) (“The timing for any payment
provided for in this paragraph shall be subject to the provisions
of Section 27 of this Agreement.”) is deleted;
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The following
is added at the end of the first sentence of subsection 20(d),
prior to the period: “provided, however, that the
Executive’s right to exercise vested awards shall extend no
later than ten (10) years from the date of grant”.
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Section
21 is amended as follows:
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The words
“provided that such payment is subject to the limitations set
forth under Section 280G,” is added after the first instance
of the word “Executive” appearing in Section
21(a);
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The following
is added at the end of Section 21 (a) as a separate
paragraph:
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“To the
extent Executive is required to waive any payment in order to
satisfy Section 21(a)(i) or 21(a)(ii), then such payments shall be
reduced in the following order: (i) any accelerated vesting of
equity awards with an exercise price at or above the fair market
value of the Company’s stock price, in each case in reverse
order beginning with payments or benefits that are to be paid the
farthest in time from the date that triggers the applicability of
this Section 21(a), (ii) any cash payments, (iii) any taxable
benefits, (iv) any nontaxable benefits, and (v) any accelerated
vesting of equity awards not covered in (i) above, in each case in
reverse order beginning with payments or benefits that are to be
paid the farthest in time from the date that triggers the
applicability of the Section 21(a).
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The following
language is added as the final sentence of Section 22:
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“Notwithstanding anything herein to the
contrary, the payments shall be made in accordance with the terms
of Section 20 hereof unless there is a bona-fide dispute between
the parties.”
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Section 27 is
amended to read in full as follows:
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“Subject
to the provisions in this Section 27, any severance payments or
benefits under this Agreement shall begin only upon the date of
Executive’s “separation from service” (determined
as set forth below) which occurs on or after the date of
termination of Executive’s employment. The
following rules
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